Amentum Holdings, Inc. (AMTM)
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AGM 2026

Feb 6, 2026

Operator

Welcome to the 2026 Annual Meeting of Stockholders of Amentum Holdings, Inc. Our host for today's call is Steve Demetriou, Executive Chair, Board of Directors of Amentum Holdings, Inc. I will now turn the call over to your host. Mr. Demetriou, you may begin.

Steve Demetriou
Executive Chair, Amentum Holdings, Inc.

Thank you. Good morning, everyone. My name is Steve Demetriou, Executive Chair of the Board of Directors of Amentum Holdings. The meeting is now called to order. I've asked Michele St. Mary, Chief Legal Officer and Corporate Secretary, to act as moderator and to record the minutes of this meeting. It's a pleasure to welcome our stockholders to the second annual meeting of Amentum. This meeting is being held in accordance with the corporation's bylaws and Delaware law. Before proceeding to the formal business, I'd like to recognize the directors of the corporation who are attending virtually today: Amentum CEO John Heller, Lead Independent Director Ben Dickson, General Vince Brooks, General Ed Eberhart, Alan Goldberg, Leslie Ireland, Barb Loughran, Sandy Rowland, Chris Thompson, Russ Triedman, John Vollmer, and Connor Wentzell.

I'd also like to welcome the members of our executive team and representatives from Ernst & Young, Amentum Holdings' audit firm, and representatives from Paul Hastings, our outside corporate counsel. We'll now proceed with the formal business of the meeting as set forth in the notice of annual meeting and proxy statement, a copy of which was mailed on or about December 19, 2025, to all of our stockholders of record at the close of business on December 16, 2025. Rules of conduct for the meeting are available on the meeting login screen. Please note that only stockholders who have logged in using their 16-digit control number will be able to vote and ask questions. If you have a question relating to the specific agenda items on which stockholders are entitled to vote, you may submit it now through the virtual meeting platform.

Relevant questions will be answered either during the meeting or after the meeting in due course. The Board of Directors has authorized a representative from American Election Services, LLC, to act as Inspector of Election for this Annual Meeting of Stockholders, and the representative will tabulate results of the voting. The Inspector of Election has signed the oath of office, which will be filed with the minutes of this meeting. The Inspector of Election has informed me that a quorum of shares is present at the meeting. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. If you have previously turned in your proxy and you do not intend to change your vote, no further action is necessary. Your vote will be counted.

If you are eligible to vote and have not submitted your proxy, or if you want to change your vote, you may do so by clicking on the link provided through the virtual meeting platform. In order to allow stockholders to vote through the virtual meeting platform at any time during this meeting, I now declare the polls open for voting. It is now 9:03 A.M. Eastern Standard Time on February 6, 2026. Our first item of business is the election of directors. At this meeting, we will be voting on 13 nominees for director to serve until the next annual meeting and until their respective successors are elected, all as set forth in the Proxy Statement. In accordance with the Bylaws, your directors have nominated all 13 of our current directors who are each listed in the Proxy Statement to be reelected to serve as directors.

The corporation's bylaws require that a stockholder provide advance notice to the corporation of a stockholder's intent to nominate persons as directors. No such notice was received. The Board of Directors unanimously recommends that stockholders vote in favor of each of the nominees for director. The second item of business is the ratification of the appointment of Ernst & Young as the corporation's independent registered public accounting firm for Fiscal Year 2026. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. The third item of business is the approval and an advisory vote of the compensation paid to the corporation's named executive officers for Fiscal Year 2025. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. Anyone who has not yet voted and desires to do so, please do so now through the virtual meeting platform.

Having received no questions relevant to the specific agenda items on which stockholders are entitled to vote, we will now proceed to close the polls. It is now 9:05 A.M. Eastern Standard Time on February 6, 2026, and the polls for each matter to be voted on at this meeting are now closed. Inspector of Election , please report on the results of the voting. The Inspector of Election has informed me that with regard to proposal one, a majority of the votes validly cast at the annual meeting had been voted in favor of the election of each of the director nominees. With regard to proposals two and three, a majority of voting power of common stock present virtually or represented by proxy at the meeting and entitled to vote on subject matters have been voted in favor of each of proposals two and three.

I declare that all of the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting, including any votes recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be included in our reports filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn the meeting.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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